UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-KSB

 ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE  ACT OF 1934

                     For the fiscal year ended June 30, 2002



                 Wintech Digital Systems Technology Corporation
               (Exact name of Registrant as specified in charter)

           NEVADA                  0-30553                   88-0325524
 (State or other jurisdiction    (Commission            (I.R.S.  Employee
   of  incorporation)            File  Number)           Identification  No.)


       Room 1016, Hailong Grant Building, Zhongguancun, Haidian District,
                             Beijing, China, 100080
                     (Address of principal executive offices)

     Registrant's telephone number, including area code: (0118610) 82664708



                SECURITIES REGISTERED PURSUANT TO SECTION 12(B)OF
                      THE SECURITIES EXCHANGE ACT OF 1934:

     Title of Each Class      Name of Each Stock Exchange on Which Registered
     -------------------      -----------------------------------------------
           Common                               None


     Indicate  by check mark if disclosure of delinquent filers pursuant to Item
405  of Regulation S-B is not contained herein and will not be contained, to the
best  of  Registrant's  knowledge, in definitive proxy or information statements
incorporated  by  reference  in Part III of this Form 10-KSB or any amendment to
this  Form  10-KSB.  [  ]

     Indicate  by  check  mark  whether  the Registrant (1)has filed all reports
required  to  be  filed  by Section 13 or 15(d)of the Securities Exchange Act of
1934  during  the  preceding  12  months  (or  for  such shorter period that the
Registrant  was required to file such reports), and (2) has been subject to such
filing  requirements  for  the  past  90  days.  YES  X  NO  ___
                                                     --

     The  aggregate  market  value of the voting stock held by non-affiliates of
the  Registrant  on  August  31,  2002,  was  approximately  $424,346.

      The  number  of shares held by non-affiliates of registrant's Common Stock
outstanding  on  August  31,  2002,  was  4,714,964.

     The number of shares of Registrant's Common Stock outstanding on August 31,
2002,  was  13,413,700.

     The  Registrant's  total  revenues  for  the year ended June 30, 2002, were
$1,278,062.





                                TABLE OF CONTENTS


PART  I

ITEM  1.      DESCRIPTION  OF  BUSINESS                                    3

ITEM  2.      DESCRIPTION  OF  PROPERTY                                    4

ITEM  3.      LEGAL  PROCEEDINGS                                           4

ITEM  4.      SUBMISSION  OF  MATTERS
              TO  A  VOTE  OF  SECURITY  HOLDERS                           4

                                     PART II

ITEM  5.      MARKET  FOR  COMMON  EQUITY  AND  RELATED
              STOCKHOLDER  MATTERS                                         4

ITEM  6.      MANAGEMENT'S  DISCUSSION  AND  ANALYSIS
              OR  PLAN  OF  OPERATIONS                                     4

ITEM  7.      FINANCIAL  STATEMENTS                                        6

ITEM  8.      CHANGES  IN  AND  DISAGREEMENTS  WITH
              ACCOUNTANTS  ON  ACCOUNTING
              AND  FINANCIAL  DISCLOSURE     .                             22

                                    PART III

ITEM  9.      DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS
              AND  CONTROL  PERSONS;  COMPLIANCE  WITH
              SECTION  16(a)  OF  THE  EXCHANGE  ACT     .                 22

ITEM  10.     EXECUTIVE  COMPENSATION     .                                24

ITEM  11.     SECURITY  OWNERSHIP  OF  CERTAIN
              BENEFICIAL  OWNERS  AND  MANAGEMENT     .                    24

ITEM  12.     CERTAIN  RELATIONSHIPS  AND  RELATED
              TRANSACTIONS     .                                           25

SIGNATURES                                                                 26





<PAGE>
PART  I

ITEM  1.   DESCRIPTION  OF  BUSINESS

Business  Development

Wintech  Digital  Systems  Technology  Corporation (the " Company"or " Wintech")
was  originally formed as Beijing Wintech Technology Co. LTD ("Beijing Wintech")
in  accordance with the rules and regulations of the People's Republic of China.
Wintech's business is developing and marketing Digital Signal Processing ("DSP")
related  products.  DSP technology is widely used in the fields  of  networking,
telecommunication,  and   digital appliances.   Wintech  has  developed  a whole
series of DSP development systems,  including  both  hardware  and software. The
systems  are  marketed  to  DSP electrical engineers  and  universities.  Having
worked  closely   with  Texas  Instrument  (TI), Wintech  developed  the  newest
generation  DSP  emulators based on TI's XDS560 technology.  Through the release
of its new emulators in May, 2002 (available on TI's  web  site  at
hView&Start=1&Count=100&Expand=6#6), Wintech  has  started to market its product
in  the  international  market.


On  July  25,  2000,  Beijing  Wintech  was  acquired by Temple Summit Financial
Projects,  Inc.  ("Temple")  for  an  aggregate  of  12,000,000 shares of common
stock.  Prior  to  the acquisition on July 24, 2000 a reverse split of 200 for 1
was  conducted and brought the then current outstanding shares of 138,096,833 to
690,500.  (16  extra  shares  were issued since shareholders owned less than 200
shares  before  reverse  split  each  automatically  received 1 share during the
reverse  split.)  As  a result of the acquisition, all officers and directors of
Temple  resigned  and  Mr.  Yonghong Dong was appointed as the new President and
Chairman. The transaction was accounted for as a reverse acquisition. Temple had
previously  filed  a form 10-SB pursuant to the Securities Exchange Act of 1934,
as  amended,  and  became a fully reporting publicly traded Company. On July 25,
2000  Temple  changed  its  name  to its current name of Wintech Digital Systems
Technology Corporation under which it continues to report in accordance with the
Securities  Exchange  Act  of  1934,  as  amended.


Business  of  Issuer

     DSP  is  the  abbreviation  of  Digital Signal Processing.  DSP is the core
technology  in  the  digital age. Just like a CPU is the brain of a computer and
controls the operation of the computer, a DSP chip is the brain to many devices,
including  networking  equipments,  telecommunication  equipments,  and  many
industrial  control  devices.  As  a  third  party  partner of Taxes Instruments
("TI"),  using  TI  DSP chips, Wintech has developed a series of DSP development
tools,  including  DSP  Hardware  Modules,  DSP  Emulators,  DSP  Experiment
Development  Systems.  These  development  tools  are  marketed  to  electrical
engineers.  Wintech  also  provides  training  and  consulting services to these
engineers  to  help them to use the tools to develop end user products.  Wintech
products  are  also  purchased by universities for teaching and lab use.  During
the  past  year,  Wintech has put significant resource in the development of new
generation  emulators,  resulting  in  the  release  of  two  newest  generation
emulators:  TDS560LAN  and TDS560PCI. Wintech is one of the few companies in the
world  that  released  new generation emulators based on TI's XDS560 technology,
and  is  the  only  one  that  released  an  Ethernet  version  (TDS560LAN).


Wintech  faces  competition  in DSP development system business as it enters the
international market. There are several US and European companies that have been
in  the  DSP  emulator  and  development  board market for many years. They have
well-established  product  line  and  distribution  channels.

Information regarding Wintech, including product and service information, can be
found  at  http://www.wintechdigital.com/  .

As  of  August  31,  2002,  the  Company  has  40  full  time  employees.

<PAGE>

ITEM  2.   DESCRIPTION  OF  PROPERTY

The  company currently leases office spaces located at: Room 1016, Hailong Grant
Building,  Zhongguancun, Haidian District, Beijing, China, 100080, and space for
research,  development  and  production  at  Building  1,  Suite  1001,  Guoji
ChuangYeYuan,  ShanDiXinxi  ZhongLu,  HiaDian  District,  Beijing, China 100085.

ITEM  3.   LEGAL  PROCEEDINGS

The  Company  is  presently  not  involved  in  any  legal  proceedings.

ITEM  4.   SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

     During  the  fiscal  year  ended  on  June  30, 2002, there were no matters
submitted  to  a  vote  of  the  Company's  shareholders.

                                     PART II


ITEM  5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market  Information

     The  following  table  sets forth the prices of the Common Stock on the OTC
Bulletin  Board for each quarterly period indicated during the fiscal year ended
June  30,  2002.  These  over-the-counter  market  quotations  are  based  on
inter-dealer  bid  prices,  without markup, markdown, or commission, and may not
necessarily  represent  actual  transactions.

      Quarter                         HIGH                           LOW
      -------                         ----                           ---

      September  30,  2001            $0.51                         $0.15
      December  31,  2001             $0.30                         $0.10
      March  31,  2002                $0.50                         $0.15
      June  30,  2002                 $0.55                         $0.20


Shareholders

     There  were approximately 289 record holders of Common Stock as of June 30,
2002,  holding a total of 13,413,700 outstanding shares of Common Stock of which
237,936  was  in  the  public  float.


Dividends

     We currently intend to retain substantially all of our earnings, if any, to
support  the development of our business and have no present intention of paying
any  dividends  on  our  common  stock  in  the  foreseeable  future. Any future
determination  as  to  the payment of dividends will be at the discretion of our
Board  of  Directors,  and  will  depend  on our financial condition, results of
operations  and  capital  requirements,  and  such other factors as the Board of
Directors  deems  relevant.


ITEM  6.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATIONS

      On  July 25, 2000, Beijing Wintech was acquired by Temple Summit Financial
Projects,  Inc.  ("Temple")  for  an  aggregate  of  12,000,000 shares of common
stock.  Prior  to  the acquisition on July 24, 2000 a reverse split of 200 for 1
was  conducted and brought the then current outstanding shares of 138,096,833 to
690,500.  (16  extra  shares  were issued since shareholders owned less than 200
shares  before  reverse  split  each  automatically  received 1 share during the
reverse  split.)  As  a result of the acquisition, all officers and directors of
Temple  resigned  and  Mr.  Yonghong Dong was appointed as the new President and
Chairman.  On  July  25,  2000  Temple  changed  its name to its current name of
Wintech  Digital Systems Technology Corporation. Wintech presently has executive
office at: Room 1016, Hailong Building, Zhongguancun, Haidian District, Beijing,
China,  100080.

Events  That  Took  Place  Subsequent  to  Fiscal  Year  Ending  June  30, 2002.

On  June  24, 2002,  Wintech signed distribution agreement with ForDSP Corp., 2F
301B/D, 301-2, Yangjae Dong, Seocho-Ku, Seoul, Korea.  ForDSP Corp. will promote
and market Wintech product line in Korea, and will provide technical support for
Wintech  products.

On  July 29, 2002, Wintech signed distribution agreement with  ROINOS Co.,Ltd. ,
71-1-314,  Nogawa, Miyamae-Ku, Kowasaki City, Kanagawa, 216-0001, Japan.  ROINOS
Co.,Ltd.  will  promote  and  market  Wintech  product  line  in Japan, and will
provide  technical  support  for  Wintech  products.

On  September  1,  2002,  Wintech  signed  distribution  agreement  with  G.S.
Technologies,  22  Manor Street, Alfey Menashe, 44851, Israel. G.S. Technologies
will  promote  and  market  Wintech  product  line  in  Israel, and will provide
technical  support  for  Wintech  products.

Also  in  July,  2002,  Wintech  signed a confidential agreement with a research
group  in  Beijing,  China.  According  the  agreement, Wintech acquired all the
rights  of  the  Speech  and  Video  algorithms  developed  by  this  group. The
algorithms  include Super Low Bit-Rate Vocoder, Communication-Used Speech-Coding
Algorithms,  Low  Bit-Rate  Vocoder,  and  Video-Coding  Algorithms.  Detailed
information  on  these  products  can  be  found  at
http://www.wintechdigital.com/dspe.htm.  According  the  agreement,  in the next
four  years,  Wintech  shall  make  four payments of total 2.1 million shares of
Wintech  common  stocks  to  the group. The first payment of 400,000 shares have
been  issued to the group in July of 2002. Currently the group is converting the
algorithms  to  TI  DSP  platforms  to  meet the demand of Wintech US customers.

Results  of  Operations

For  the  period  ending  June  30,  2002:

According to the "Consolidated Statement of Operations" set forth on Page F-2 of
the  attached  financial statements, the total revenue for the period ended June
30,  2002  was  $1,278,062.  All  the  revenue  comes  from the operation of the
Company's  wholly  owned  subsidiary, Beijing Wintech, which was acquired by the
Company  on  July  25,  2000.  Beijing  Wintech's  total revenue  for the period
ended  June  30,  2001 was  $3,656,229.  The decrease in revenue from $3,656,229
(for  the  period  ended June 30, 2001) to $1,278,062 (for the period ended June
30,  200)  was  due  to  the  absence  of an one time sale of Integrated Circuit
inventory that occurred in the quarter ended December 31, 2000.   The Integrated
Circuit  inventory  was  acquired  from  another  business  who discontinued the
product line.  It was acquired for  $2,337,191 and  sold for $2,485,895. Without
the  one time revenue of $2,485,895, the total revenue for the period ended June
30,  2001  would  have  been 1,170,334. Gross profit for the year ended June 30,
2002,  decreased  to  $611,530,  compared  to  $817,812 in fiscal year 2001. The
decrease  in  gross  profit  was  the  result  of  the decrease in sales and the
decrease  in  profit  margin  due  to  market  condition.

Inventories  increased from $365,855 for period ended June 30, 2001 to $403,325,
due  to  the  slow  down of the market, especially the telecommunication market.
Selling,  general  and administrative expenses for the year ended June 30, 2002,
increased  to  $848,011,  compared  to  $491,610  in fiscal year 2001.  The main
reason for the increase was due to the US$200,000 paid to Mr. Dong as directors'
remuneration and the bad debts provision amounted to US$158,000 during the year.
The  increase  was also due to the increases in the R&D cost, in particular, the
cost related to the development of the new generation XDS560 class emulators. As
the result of reduced gross profit and increased expense, the company suffered a
net  loss of $257,001 in the period ended June 30, 2002, compare to a net profit
of  $282,767  in  the  period  ended  June  30,  2001.


Capital  Resources  and  Liquidity

The  Company  completed  the  reverse acquisition of Beijing Wintech on July 25,
2001.  100%  of  the registered share capital of Beijing Wintech was acquired by
the Company, in exchange for 12,000,000 shares of the Company's $0.001 par value
common  stock.  After  issuing  12,000,000 shares of the common stock to Beijing
Wintech,  the  Company  had a total of 12,690,500. shares of common stock issued
and  outstanding.

At June 30, 2002, the Company had $403,902 cash on hand. Accounts receivable was
$72,706.  Inventories were $403,325.  The management believes that the Company's
current  cash  on hand is sufficient to meet the Company's capital needs for the
next  12  months.


Competition

Wintech  faces  competition  in DSP development system business as it enters the
international market. There are several US and European companies that have been
in  the  DSP  emulator  and  development  board market for many years. They have
well-established  product line and distribution channels. Some Chinese companies
also started sell emulators similar to Wintech's XDS510 class emulators. Wintech
believes  that, as the first few companies in the world that released the XDS560
class  emulators,  it  has  the technology lead. It also has the price advantage
since  its  R&D  and  manufacturing  are  done  in  China.


Plan  of  Operations

Statements  contained  herein  that are not historical facts are forward-looking
statements  as that term is defined by the Private Securities  Litigation Reform
Act  of  1995.  Although  the  Company  believes  that  the  expectations
reflected in such forward-looking statements are reasonable, the forward-looking
statements  are  subject  to risks and  uncertainties  that could  cause  actual
results to differ from those projected.  The Company cautions investors that any
forward-looking  statements  made by the  Company are not  guarantees  of future
performance  and that  actual  results may differ  materially  from those in the
forward-looking  statements.  Such  risks  and  uncertainties  include,  without
limitation:   well  established   competitors  who  have  substantially  greater
financial  resources  and  longer  operating  histories,  regulatory  delays  or
denials,  ability  to compete  as a  start-up  company  in a highly  competitive
market,  and  access  to  sources  of  capital.

During the next year, the company will focus in the following areas: continue to
develop  DSP  system  products; continue to establish international distribution
channels;  and develop VOIP algorithms that runs on TI DSP chips. In particular,
Wintech  will  emphasize  on the development of the international market. Having
established  Wintech California office and three distributorship in Korea, Japan
and  Israel,  Wintech  will  continue  its  effort  in developing other markets,
especially  in  Europe  and  Southeast  Asia.



ITEM  7.   FINANCIAL  STATEMENTS

     See  the  audited  financial  statements  attached  hereto and numbered F-1
through  F-14.

                 WINTECH DIGITAL SYSTEMS TECHNOLOGY CORPORATION

                        CONSOLIDATED FINANCIAL STATEMENTS
                       FOR THE PERIOD ENDED JUNE 30, 2002


<PAGE>


                 WINTECH DIGITAL SYSTEMS TECHNOLOGY CORPORATION

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


  Pages
-------
Report  of  Independent  Certified  Public  Accountants         F-1

Consolidated  Statements  of  Operations                        F-2

Consolidated  Balance  Sheets                                   F-3

Consolidated  Statements  of  Stockholders'  Equity             F-4

Consolidated  Statements  of  Cash  Flows                       F-5

Notes  to  Consolidated  Financial  Statements             F-6  to  F-14



<PAGE>


REPORT  OF  INDEPENDENT  CERTIFIED  PUBLIC  ACCOUNTANTS


To  the  Board  of  Directors  and  Shareholders  of
Wintech  Digital  Systems  Technology  Corporation


We  have audited the accompanying consolidated balance sheets of Wintech Digital
Systems Technology Corporation (the "Company") and its subsidiaries (hereinafter
collectively  referred  to  as the "Group") as of June 30, 2001 and 2002 and the
related  consolidated  statements of operations, changes in stockholders' equity
and  cash  flows  for  the  years then ended. These financial statements are the
responsibility  of the Company's management. Our responsibility is to express an
opinion  on  these  financial  statements  based  on  our  audits.

We conducted our audits in accordance with auditing standards generally accepted
in  the  United  States  of  America.  Those  standards require that we plan and
perform  the  audit  to  obtain reasonable assurance about whether the financial
statements  are free of material misstatement. An audit includes examining, on a
test  basis,  evidence  supporting  the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made  by  management,  as well as evaluating the overall
financial  statement  presentation.  We  believe  that  our  audits  provide  a
reasonable  basis  for  our  opinion.

In  our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of the Group as of June
30,  2001  and 2002 and the results of their operations and their cash flows for
each  of the years then ended in conformity with accounting principles generally
accepted  in  the  United  States  of  America.


Chartered  Accountants
Certified  Public  Accountants
Hong  Kong
Date:  30  September  2002




                                                  F-1

<PAGE>



<TABLE>
<CAPTION>


                            WINTECH DIGITAL SYSTEMS TECHNOLOGY CORPORATION

                                CONSOLIDATED STATEMENTS OF OPERATIONS
                                  Years ended June 30, 2001 and 2002



                                                                            For the year ended June
                                                                                    30
                                                                         ------------------------------
                                                                           2001                 2002
                                                Note                       $US                  $US
<S>                                             <C>                        <C>                  <C>
                   Operating revenue             3
Sales of goods                                                           3,601,086            1,078,875
Service income                                                              55,143              199,187
                                                                         ------------------------------
Total operating revenue                                                  3,656,229            1,278,062
                                                                         ------------------------------
                   Cost of sales
Sales of goods                                                          (2,824,841)           (653,708)
Provision of services                                                      (13,576)            (12,824)
                                                                         ------------------------------
Total cost of sales                                                     (2,838,417)           (666,532)
                                                                         ------------------------------
                   Gross profit

Operating expenses
Depreciation                                                               (21,318)            (33,270)
Handling and shipping costs                                                 (3,153)             (3,894)
Selling, general and administrative expenses                              (491,610)           (848,011)
                                                                          -----------------------------
                   Income (Loss) from operations                           301,731            (273,645)

                   Non-operating income
Interest income                                                              3,833               2,617
Sundry income                                                               10,120              29,197
                                                                           ---------------------------
INCOME (LOSS) BEFORE INCOME TAXES                                         (315,684)           (241,831)

Provision for income taxes                       4                         (32,917)            (15,170)
                                                                           ---------------------------
NET INCOME (LOSS)                                                          282,767            (257,001)


Numerator:
Net income (loss) used in computing basic
 earnings per share of common stock                                        282,767            (257,001)

Denominator:
Weighted average number of shares used in
 calculating basic earnings per share of common stock                   11,901,459           12,690,484

Earnings (loss) per share ("EPS"):               3
    Basic                                                                      .02                (.02)
                                                                           ----------------------------
    Diluted                                                                    .02                (.02)
                                                                           ============================


                                                      F-2
</TABLE>



<TABLE>
<CAPTION>

                     WINTECH  DIGITAL  SYSTEMS  TECHNOLOGY  CORPORATION
                             CONSOLIDATED  BALANCE  SHEETS
                          As  of  June  30,  2001  and  2002



                                                               AS OF JUNE 30,
                                                               ---------------
                                                              2001           2002
                                                              -----         ------
                                                  NOTE         US$           US$

ASSETS
<S>                                               <C>           <C>          <C>
CURRENT ASSETS
Cash and bank balances                                         445,610     403,902
Accounts receivable, trade                                     294,364      72,706
Prepayments and other receivables                               31,892      81,442
INVENTORIES                                          5         365,855     403,325

TOTAL CURRENT ASSETS                                         1,137,721     961,375

Property and equipment, net                          6         131,878     115,065

Total assets                                                 1,269,599   1,076,440

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Short-term loan                                                199,737           -
Accounts payable, trade                                         89,100      22,963
Accrued charges and other payables                              81,206     169,652
Income tax payable                                              59,129      66,161
Taxes other than income                                        232,803     299,201

TOTAL CURRENT LIABILITIES                                      661,975     557,977

STOCKHOLDERS' EQUITY
Common stock, US$0.001 par value                                12,691      12,691
 Authorized 200,000,000 shares
 Issued and outstanding:
 12,690,484 shares as of June 30, 2001 and 2002
Additional paid-in capital                                     592,296     592,296
Due from related parities                            7        (334,587)   (166,747)
Retained earnings (Accumulated losses)                         270,194     (16,973)
Statutory reserves                                   8          67,030      97,196

TOTAL STOCKHOLDERS' EQUITY                                     607,624     518,463

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                   1,269,599   1,076,440




                                             F-3
</TABLE>



<TABLE>
<CAPTION>


                                 WINTECH  DIGITAL  SYSTEMS  TECHNOLOGY  CORPORATION
                                CONSOLIDATED  STATEMENTS  OF  STOCKHOLDERS'  EQUITY

                                          YEARS ENDED JUNE 30, 2001 AND 2002




                                                                           RETAINED
                                       COMMON STOCK           ADDITIONAL   EARNINGS/
                                      --------------           PAID-IN   (ACCUMULATED    STAUTORY
                                NO. OF SHARES   PAR VALUE      CAPITAL     LOSSES)       RESERVE      TOTAL
                                                   US$           US$         US$           US$
<S>                                  <C>           <C>           <C>         <C>           <C>
Balances as of July 1, 2000       138,096,863     138,097      466,890      48,322        6,135       659,444

Reverse split of 200 for 1       (137,406,379)   (137,406)     137,406           -            -             -

Issuance of shares                 12,000,000      12,000      (12,000)          -            -             -

Net income                                  -           -            -     282,767            -       282,767

Transfer to statutory reserves              -           -            -     (60,895)     60,895              -

Balances as of June 30, 2001       12,690,484      12,691      592,296     270,194      67,030        942,211

Net loss for the year                       -           -            -    (257,001)         -        (257,001)

Transfer to statutory reserves              -           -            -     (30,166)     30,166              -

BALANCES AS OF JUNE 30, 2002       12,690,484      12,691      592,296     (16,973)     97,196        685,210



                                                         F-4
</TABLE>



<TABLE>
<CAPTION>


                           WINTECH  DIGITAL  SYSTEMS  TECHNOLOGY  CORPORATION

                              CONSOLIDATED  STATEMENTS  OF  CASH  FLOWS
                               YEARS  ENDED  JUNE  30,  2001  AND  2002



                                                                           FOR THE YEAR ENDED JUNE 30,
                                                                           ----------------------------
                                                                                2001        2002
                                                                               ------      ------

<S>                                                                              <C>         <C>
                                                                                 US$         US$
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)                                                              282,767   (257,001)

Adjustments to reconcile net income to net cash provided
by operating activities:
   Depreciation                                                                 21,318     33,270
Changes in working capital:
   Accounts receivable, trade                                                 (115,127)   221,658
   Prepayments and other receivables                                            (2,001)   (49,550)
   Inventories                                                                (155,746)   (37,470)
   ACCOUNTS PAYABLE, TRADE                                                      81,758    (66,137)
   Accrued charges and other payable                                            32,958     88,446
   Income tax                                                                   29,568      7,032
   Taxes other than income                                                      89,206     66,398

NET CASH PROVIDED BY OPERATING ACTIVITIES                                      264,701      6,646

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment                                           (110,020)   (16,457)

NET CASH USED IN INVESTING ACTIVITIES                                         (110,020)   (16,457)

CASH FLOWS FROM FINANCING ACTIVITIES:
Due from related parties                                                      (149,816)   167,840
Due to a related party                                                         (21,744)         -
Repayment of short-term loan                                                         -   (199,737)

NET CASH USED IN FINANCING ACTIVITIES                                         (171,560)   (31,897)

NET DECREASE IN CASH AND CASH EQUIVALENTS                                      (16,879)   (41,708)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR                                 462,489    445,610

CASH AND CASH EQUIVALENTS AT END OF YEAR                                       445,610    403,902

ANALYSIS OF BALANCES OF CASH AND CASH EQUIVALENTS
Cash and bank balances                                                         445,610    403,902


                                                F-5
</TABLE>



                 WINTECH DIGITAL SYSTEMS TECHNOLOGY CORPORATION

                        NOTES TO THE FINANCIAL STATEMENTS
                       YEARS ENDED JUNE 30, 2001 AND 2002



1.     ORGANIZATION  AND  PRINCIPAL  ACTIVITIES

The  Company  was incorporated under the laws of the State of Texas on April 22,
1992  to  conduct any lawful business for which corporations may be incorporated
under  the  Texas  Business  Corporations  Act.  In  November  of  1993,  this
corporation  became  the  successor  to  a former Utah corporation named Midvale
Packing Company ("Midvale").  This succession occurred immediately following the
recession  of  a  previous merger between Midvale and a Nevada corporation named
New Dawn Development Company.  The net effect was that Midvale reincorporated in
Nevada  as  Temple  Summit  Financial  Projects,  Inc.  ("Temple").

Temple  had  no operations until the investing transactions described below.  On
April  12, 2000 Temple sold all of its assets and liabilities to Nevada Mining &
Metals  Corporation,  a  Nevada  Corporation.  The Company had a cash balance of
US$978  and  no  other  assets  or  liabilities  as  of  June  30,  2000.

On July 25, 2000, Beijing Wintech Science and Technology Development Corporation
("Wintech  Technology")  was  acquired by Temple in exchange for an aggregate of
12,000,000  shares  of  common  stock  and  became  a wholly-owned subsidiary of
Temple.  Wintech  Technology  was  established  on  August 23, 1996 as a limited
liability  company  in  Beijing,  People's  Republic  of  China ("PRC"), with an
operating  period  of  10  years.  Wintech  Technology is principally engaged in
developing  Digital  Signal  Processing  ("DSP")  solutions  for  network,
telecommunication  and  general-purpose  platforms.  Wintech  Technology
manufactures and sells DPS products; and related materials, as well as providing
consulting  services.

Prior  to  the  acquisition  Temple  conducted  a 200 for 1 reverse split of its
common stock on July 24, 2000.  At the time of the reverse split the 138,096,863
shares  outstanding  were  reduced to 690,484 shares.  On July, 2000, 12,000,000
shares  were  issued  for  the  acquisition,  with  12,690,484 shares issued and
outstanding as of June 30, 2001.  The transaction between Wintech Technology and
Temple  has  been  accounted  for  as  a  reverse  merger  of  Temple by Wintech
Technology.

By  a  resolution  of  the  board  of directors passed on August 1, 2000, Temple
changed  its  name  to  Wintech  Digital  Systems  Technology  Corporation.

On  December 7, 2000, a wholly-owned subsidiary, Beijing Wintech Digital Company
Limited  ("Wintech  Digital")  was  approved  to be incorporated in the PRC with
registered  capital  of  US$200,000  of  which  US$50,000  was paid-up.  Wintech
Digital  has  not  conducted  any  business since incorporation and is under the
process  of  voluntary  dissolution.


                                       F-6



1.     ORGANIZATION  AND  PRINCIPAL  ACTIVITIES  (CONTINUED)

On  November  29,  2001,  a  50%  investment,  Beijing Wintech Xin-Li Technology
Development  Company  Limited  ("Xin-Li")  was established in the PRC with fully
paid-up  registered  capital of RMB500,000 (US$60,403).  The interests in Xin-Li
were  held  temporarily  by  Wintech  Technology.  Pursuant  to a share transfer
agreement  dated  March  12,  2002,  all  interests  in  Xin-Li  held by Wintech
Technology  were  sold  to  an  existing  owner  at  cost.

On  February  28,  2002,  Beijing Wintech Xing-Ye Technology Development Company
Limited  ("Xing-Ye"), was established in the PRC, with Wintech Technology owning
60%  interest.  The  registered  capital is RMB500,000 (US$60,403) and was fully
paid-up  by  the  owners.  Pursuant to share transfer agreements dated March 20,
2002,  all  interests in Xing-Ye held by the minority interests were transferred
to  Wintech  Technology  at  cost.  Since  then,  Xing-Ye  became a wholly-owned
subsidiary.  Xing-Ye  is  still  in the development stage and will be engaged in
the  development  and  manufacturing  of  DSP  related  products  and  services.



2.     BASIS  OF  PRESENTATION

     The  financial  statements have been prepared in accordance with accounting
principles  generally  accepted  in  the  United  States of America ("US GAAP").



3.     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

BASIS  OF  PREPARATION

The  consolidated  financial  statements,  expressed  in  Renminbi  ("RMB"), are
prepared  in  accordance  with  the  historical  cost  convention.

PRINCIPLES  OF  CONSOLIDATION

The  consolidated  financial statements include the financial information of the
Company  and  its  subsidiaries  ("the  Group").

The results of subsidiaries acquired during the year are consolidated from their
effective  date  of  acquisition.

All  material  intercompany  balances  and  transactions have been eliminated in
consolidation.

Revenue  recognition

Net  sales represent the invoiced value of goods, net of value-added tax ("VAT")
and  returns.  Revenue  from consulting services represents the invoiced amounts
net  of business tax.  The Group generally recognizes product revenue or service
revenue when persuasive evidence of an arrangement exists, delivery has occurred
or services have been provided respectively, the fees are fixed or determinable,
and  collection  is  probable.


                                       F-7



3.     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

INCOME  TAXES

The  Group  did not carry on any business and did not maintain any branch office
in  the  United States of America.  No provision for withholding or U.S. federal
income  taxes  or  tax benefits on the undistributed earnings and / or losses of
the  Group has been provided as the earnings of the subsidiaries, in the opinion
of  the  management,  will  be  reinvested  indefinitely.

Provision  for  income  and other related taxes has been made in accordance with
the  tax  rates  and  laws  in effect in the PRC, the Group's principal place of
operation.

Income  tax  expense  is  computed  based  on  pre-tax  income  included  in the
consolidated  statements  of  operations.

The  Group  provides  for  deferred  income taxes using the liability method, by
which  deferred  income  taxes  are  recognized  for  all  significant temporary
differences between the carrying amounts of tax bases assets and liabilities and
their  reported  amounts.  The  tax  consequences  of  those  differences  are
classified  as  current  or  non-current  based  upon  the classification of the
related  assets  or  liabilities  in  the  financial  statements.

                               Earnings per share

The calculation of basic EPS is based on net income for the year attributable to
shareholders  and  is  calculated  using weighted average number of common stock
outstanding  during  the  year.

Diluted EPS is computed by dividing earnings available to common shareholders by
the  weighted  average  number  of common stocks outstanding adjusted to reflect
potentially  dilutive securities.  There were no potentially dilutive securities
outstanding  during any of the years and, accordingly, basic and diluted EPS are
the  same.

PROPERTY  AND  EQUIPMENT  AND  DEPRECIATION

Property  and  equipment  are stated at cost less accumulated depreciation.  The
cost  of  an  asset consists of its purchase price and any directly attributable
costs  of  bringing  the asset to its present working condition and location for
its  intended  use.  Expenditures  incurred  after the assets have been put into
operation,  such  as  repairs  and  maintenance, are charged to the statement of
operations  in  the year in which they are incurred.  In situations where it can
be  clearly  demonstrated  that  expenditure  has resulted in an increase in the
future economic benefits expected to be obtained from the use of the assets, the
expenditure  is  capitalized.

When  assets  are  sold or retired, their costs and accumulated depreciation are
removed  from the accounts and any gain or loss resulting from their disposal is
included  in  the  statement  of  operations.

When  assets are transferred between property and equipment and other classes of
assets,  the  cost  of  such  an  asset on transfer is deemed to be the carrying
amount  of  the  asset  as  stated  under  its  original  classification.


                                       F-8



3.     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

PROPERTY  AND  EQUIPMENT  AND  DEPRECIATION  (CONTINUED)

Depreciation  is calculated to write off the cost of property and equipment over
their  estimated  useful  lives  from  the  date  on  which  they  become  fully
operational  and  after  taking into account of their estimated residual values,
using  the  straight  line  method  at  the  rate  of  20%  per  annum.

IMPAIRMENT  OF  LONG-LIVED  ASSETS

The  long-lived  assets  held  and used by the Group are reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount of
the  assets may not be recoverable.  It is reasonably possible that these assets
could  become  impaired  as  a  result  of technology or other industry changes.
Determination  of  recoverability  of assets to be held and used is by comparing
the  carrying amount of an asset to the future net undiscounted cash flows to be
generated  by  the  assets.  If  such  assets are considered to be impaired, the
impairment  to  be  recognized  is measured by the amounts by which the carrying
amount  of  the  assets  exceeds  the  fair  value  of the assets.  Assets to be
disposed  of are reported at the lower of the carrying amount or fair value less
costs  to  sell.

INVENTORIES

Inventories  are  stated  at  the  lower  of  cost or market value.  The cost of
inventories  is  determined using the weighted average method.  Potential losses
from  obsolete  and  slow-moving  inventories  are provided for when identified.
Cost  includes  purchase  price,  freight  charges  and  other related expenses.

STATEMENT  OF  CASH  FLOWS

Cash  equivalents  are defined as short-term, highly liquid investments that are
readily  convertible  to  known  amounts  of  cash  and  which are subject to an
insignificant  risk  of changes in value.  An investment normally qualifies as a
cash  equivalent  only  when  it has a maturity of three months or less from its
acquisition  date.

FOREIGN  CURRENCY  TRANSLATION

The  Company maintains its accounting books and records in United States Dollars
("US$").  Foreign currency transactions during the year are translated to US$ at
the approximate rates of exchange on the dates of transactions.  Monetary assets
and  liabilities denominated in foreign currencies at the balance sheet date are
translated  at  the  approximate  rates  of exchange at that date.  Non-monetary
assets and liabilities are translated at the rates of exchange prevailing at the
time the asset or liability was acquired.  Exchange gains or losses are recorded
in  the  statement  of  operations.

On  consolidation,  the  financial  statements  of  the  PRC  subsidiaries  are
translated  into US$ using the closing rate method.  The balance sheet items are
translated  into  US$  using  the exchange rates at the respective balance sheet
dates.  The  capital  and various reserves are translated at historical exchange
rates prevailing at the time of the transactions while income and expenses items
are  translated  at  the  average  exchange  rate  for  the  year.  All exchange
differences  arising  on  consolidation  are  recorded  within  equity.

There  was  no  significant fluctuation in the exchange rate of US$ and RMB, the
exchange  rate  adopted  was  same  as  2001.


                                       F-9



3.     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

OPERATING  LEASES

Leases  where  substantially  all  the  rewards and risks of ownership of assets
remain  with the leasing company are accounted for as operating leases.  Rentals
payable  under operating leases are recorded in the statement of operations on a
straight-line  basis  over  the  lease  term.

USES  OF  ESTIMATES

The  preparation  of the Group's financial statements in conformity with US GAAP
requires  management  to  make estimates and assumptions that affect the amounts
reported  in  the  financial  statements and accompanying notes.  Actual amounts
could  differ  from  those  estimates.

ALLOWANCE  FOR  DOUBTFUL  ACCOUNTS

The  Group  provides  an  allowance for doubtful accounts equal to the estimated
uncollectable  amounts.  The  Group's estimate is based on historical collection
experience  and a review of the current status of trade accounts receivable.  It
is  reasonably  possible that the Group's estimate of the allowance for doubtful
accounts will change.  Accounts receivable are presented net of an allowance for
doubtful  accounts  of  US$53,012  and  US$158,620  as of June 30, 2001 and 2002
respectively.

RELATED  PARTIES

Parties  are  considered to be related if one party has the ability, directly or
indirectly,  to  control the other party, or exercise significant influence over
the  other  party in making financial and operating decisions.  Parties are also
considered  to  be  related  if  they  are  subject  to common control or common
significant  influence.

NEW  ACCOUNTING  PRONOUNCEMENTS

In  June  2001,  the  Financial  Accounting  Standards Board issued Statement of
Financial Accounting Standards No. 141 "Business Combination" and superceded APB
No.  16  "Business  Combination"  and SFAS No. 38 "Accounting for Preacquisition
Contingencies  of  Purchased  Enterprises".  SFAS  No.  141  addresses financial
accounting  and  reporting for business combinations.  All business combinations
initiated after June 30, 2001 are to be accounted for using the purchase method,
the  pooling  of  interest  method  of  accounting  is  prohibited.

In  June  2001,  the  Financial  Accounting Standards Board issued SFAS No. 142,
"Goodwill and Other Intangible Assets".  The SFAS No. 142 provides that goodwill
and  intangible  assets which have indefinite useful lives will not be amortized
but  rather  will  be  tested  at least annually for impairment.  The Group will
adopt  SFAS  No.  142  effective on July 1, 2002, the first day of its financial
year 2003.  The Group had no goodwill and intangible assets as of June 30, 2002.

The  Group  does  not believe that the adoption of SFAS No. 141 and No. 142 will
have  a  material  impact  on  its  financial  position  or result of operation.


                                      F-10


3.     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

NEW  ACCOUNTING  PRONOUNCEMENTS  (CONTINUED)

In  June  2001,  the  Financial  Accounting  Standards Board issued Statement of
Financial  Accounting  Standard  No.  143,  "Accounting  for  Asset  Retirement
Obligations"  ("SFAS 143").  The SFAS 143 addresses accounting and reporting for
obligations associated with the retirement of tangible long-lived assets and the
associated asset retirement costs.  This statement is effective for fiscal years
beginning  after  June 15, 2002.  The Group is currently assessing the impact of
this  new  standard.

In  August  2001,  the  Financial Accounting Standards Board issued Statement of
Financial  Accounting  Standards  No.  144,  "Accounting  for  the Impairment or
Disposal  of  Long-Lived  Assets"  ("SFAS 144").  SFAS 144 replaces Statement of
Financial  Accounting  Standards  No.  121,  "Accounting  for  the Impairment of
Long-Lived  Assets  and  for  Long-Lived  Assets  to  be Disposed of".  SFAS 144
requires  long-lived  assets  be measured at the lower of selling amount or fair
value  less  cost  to  sell,  whether  reported  in  continuing  operations  or
discontinued  operations.  SFAS  144 also broadens the reporting of discontinued
operations  to  included all components of an entity with operations that can be
distinguished  from  the rest of the entity and that will be eliminated from the
ongoing  operation  of  the entity in a disposal transaction.  The provisions of
SFAS  144  are  effective  for  financial  statements  issued  for  fiscal years
beginning after December 15, 2001.  The Group is currently assessing the impact,
if  any,  of  the  provisions  of  SFAS  144.


4.     PROVISION  FOR  INCOME  TAXES

The  Group is subject to income taxes on an entity basis on income arising in or
derived  from  the  tax  jurisdictions in which it operates.  Income tax has not
been provided as the Company incurred a loss for taxation purposes for the year.
Wintech  Technology,  which incorporates and is carrying on business in the PRC,
and  also  qualified  as  a  high-tech  enterprise,  is  eligible to certain tax
holidays and concessions.  Wintech Technology is entitled to a concessionary tax
rate  of  15%  and  is  exempted  from the enterprise income tax for three years
starting from the first year of profitable operations and then is subject to 50%
reduction for the next three years.  The first year of profitable operations was
year  ended  June  30,  1997.

Deferred income tax has not been provided as the effect of temporary differences
is  insignificant  as  of  June  30,  2001  and  2002.


Income  tax  expense  comprises  the  following:

                                                FOR THE YEAR ENDED JUNE 30,
                                                ---------------------------
                                                   2001          2002
                                                   ----          ----
                                                    US$           US$

    Current tax                                  32,917          15,170
    Deferred tax                                      -               -

      Income tax expenses                        32,917          15,170

4.     PROVISION  FOR  INCOME  TAXES  (CONTINUED)

The reconciliation of the PRC statutory income tax rate to the effective income
tax rate  based on income stated in the statements of operations is as follows:

                                                    FOR THE YEAR ENDED JUNE 30,
                                                    ---------------------------
                                                     2001              2002
                                                     ----              ----
                                                       %                %

Statutory  rate                                      15.0              15.0

Tax  concession                                      (7.5)             (7.5)
Non-deductible  activities                            1.6              (4.5)
Net  effect  on  unprovided  deferred  tax            1.3              (8.7)
Loss  of  PRC  subsidiaries                             -              (0.6)

Effective  tax  rate                                 10.4              (6.3)


5.     INVENTORIES
                                                     2001              2002
                                                      US$               US$
Inventories  comprise  the  following:

Raw  materials                                      240,149          170,621
Work-in-progress                                     58,439           38,057
Finished  goods                                      67,267          194,647

                                                    365,855          403,325


6.     PROPERTY  AND  EQUIPMENT,  NET
                             Estimated
                           useful  lives              2001             2002
                               ----
                               Years                   US$             US$

COST
 Computer  equipment             5                   96,696          113,148
 Furniture  and  fixtures        5                    2,398            3,318
 Motor  vehicles                 5                   75,089           74,174

                                                    174,183          190,640
ACCUMULATED  DEPRECIATION                           (42,305)         (75,575)

PROPERTY  AND  EQUIPMENT,  NET                      131,878          115,065


                                      F-12


7.     RELATED  PARTY  TRANSACTIONS

     (a)     Names and relationship of related parties     Existing relationship
with  the  Group

     Dong  Yonghong     A  director  of  the  Company
     Li  Mingrong       A  director  of  the  Company
     Tan  Mingjuan      A  director  of  the  Company

(b)     Related  party  transactions
                                                      2001          2002
                                                      US$            US$
(i)  Due  from  related  parties
   Dong  Yonghong                                   238,825         61,819
   Tan  Mingjuan                                     95,762         98,888
   Li  Mingrong                                           -          6,040

                                                    334,587        166,747

The  amounts  due  are unsecured, interest-free and not expected to be repaid in
the  next  twelve  months  from  June  30, 2002.  No provision had been made for
non-repayment  of  the  advances.

                                                      2001          2002
                                                      US$            US$
(ii)  Directors'  remuneration
   Dong  Yonghong                                   15,367          218,774
   Tan  Mingjuan                                    10,873           14,165
   Li  Mingrong                                      7,538           14,781





8.     STATUTORY  RESERVES

The  statutory  reserves  were maintained by a subsidiary in accordance with the
legal  requirements  in  the  PRC.

Pursuant  to  the  Articles  of  Association  of  the  subsidiary,  the board of
directors  determines  the  percentage of appropriations to the reserve fund and
the staff welfare and bonus fund which represent 10% and 5% of net income of the
subsidiary  respectively.  The  reserve  fund can be used to make good losses in
previous  years.

The  staff  welfare  and  bonus fund, which is to be used for the welfare of the
staff  and  workers  of  the  subsidiary,  is  of  a  capital  nature.


                                      F-13



9.     RETIREMENT  BENEFITS  AND  OTHER  EMPLOYMENT  BENEFITS

The  employees  of  a  subsidiary are entitled to retirement benefits calculated
with reference to their basic salaries on retirement and their length of service
in  accordance  with  a government managed benefits plan.  The PRC government is
responsible  for  the  benefits  liability  to  these  retired  employees.  The
subsidiary is required to make contributions to the state retirement plan at 19%
of  the  monthly  basic  salaries  of  the  current  employees.

In  addition,  the  subsidiary  is required by law to contribute 14% and 1.5% of
basic  salaries  of the PRC employees to a staff welfare fund and education fund
respectively.  The  total  contributions  for  the years ended June 30, 2001 and
2002  were  US$32,389  and  US$34,820  respectively.


10.     COMMITMENTS  UNDER  OPERATING  LEASES

     The  Group  had  outstanding  commitments  not  provided  for  under
non-cancellable  operating  leases in respect of land and buildings.  The future
minimum  lease  payment  as  of  June  30,  2001  and  2002  is  as  follows:

                                                    2001          2002
                                                     US$           US$
Financial  year:
     2002                                          40,867           -
     2003                                          20,433        20,433

                                                   61,300        20,433

Total lease expense for the years ended June 30, 2001 and 2002 was US$61,281 and
US$55,939  respectively.


11.     OPERATING  RISK

(a)     Country  risk

Currently,  the  Group's  revenues  are  derived  from  sale  of electronics and
communications equipment to customers in the PRC.  The Group hopes to expand its
operations  to  countries  outside the PRC, however, such expansion has not been
commenced  and  there  are  no assurances that the Group will be able to achieve
such  an  expansion  successfully.  Therefore,  a  downturn or stagnation in the
economic  environment  of  the  PRC  could have a material adverse effect on the
Group's  financial  condition.


                                      F-14



11.     OPERATING  RISK  (CONTINUED)

(b)     Products  risk

In  addition  to  competing  with other electronics and communications equipment
companies,  the  Group  could  have to compete with larger US companies who have
greater  funds  available for expansion, marketing, research and development and
the  ability  to  attract more qualified personnel if access is allowed into the
PRC  market.  If US companies do gain access to the PRC markets, it will be able
to  offer  products  at a lower price.  There can be no assurance that the Group
will  remain  competitive  should  this  occur.

(c)     Exchange  risk

The  Group  cannot  guarantee that the current exchange rate will remain steady,
therefore  there  is  a possibility that the Group could post the same amount of
profit  for  two  comparable  periods and because of a fluctuating exchange rate
actually  post  higher  or  lower  profit depending on exchange rate of Renminbi
converted  to  US$ on that date.  The exchange rate could fluctuate depending on
changes  in  the  political  and  economic  environments  without  notice.

(d)     Political  risk

Currently  PRC  is  in  a  period  of  growth  and  is openly promoting business
development in order to bring more business into PRC.  Additionally PRC allows a
Chinese corporation to be owned by an United States corporation.  If the laws or
regulations  are changed by the PRC government, the Company's ability to operate
the  PRC  subsidiaries  could  be  affected.


12.     FINANCIAL  INSTRUMENTS

Financial  instruments  consist  principally  of  temporary cash investments and
accounts  receivable.

The  Group  places  its  temporary  cash  investments  with  various  financial
institutions  in  the  PRC.  The  Group believes that no significant credit risk
exists  as  these  investments  are  placed  in  several  credit-worthy  banks.

The  Group's  business  activities  and accounts receivable are principally with
customers in the PRC.  The Group believes that no significant credit risk exists
as  credit  losses,  when  realized,  have been within the range of management's
expectations.

The  fair  values  of all of the Group's financial instruments approximate their
carrying  values.


13.     MAJOR  CUSTOMERS

The  Group  derived operating revenue from a major customer, which accounted for
15%  of  operating revenue in 2002.  Total amount of operating revenue from this
customer  was US$199,737 during the year.  No other customers accounted for over
10%  of  operating  revenue.

                                      F-15
<PAGE>
     ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
                              FINANCIAL DISCLOSURE

None.

PART  III

ITEM  9.   DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS  AND  CONTROL  PERSONS;
          COMPLIANCE  WITH  SECTION  16(A)  OF  THE  EXCHANGE  ACT

Name                    Age               Position(s)  and  Office(s)
----                    ---               ---------------------------

Yonghong  Dong          35                President, Chairman of the Board &
                                          Director
Mingrong  Li            35                Treasurer,  &  Director
MingJuan  Tan           34                Secretary,  &  Director
Xiaomin  Chen           48                Director
Changjiang  Deng        44                Director

Dr.  Mingjuan  Tan  is  the  wife  of  Mr.  Yonghong  Dong.

YONGHONG  DONG,  B.S.  IN  ELECTRONIC  ENGINEERING,  PEKING  UNIVERSITY

August,  1996  ---  Present

President,  Wintech  Digital  Systems  Technology  Corporation

1.   In charge of over all product series planning.  Maintain company's focus on
     DSP  business;
2.   In  charge  of  product  research  and  development;
3.   Successfully  led the  company's  innovation in DSP market and made Wintech
     the  leader  in  Chinese  DSP  market  in  short  amount  of  time;
4.   Established  advanced  management  system.  Pushing  the company to conduct
     business on  Intranet/Internet  and to adopt "B to B"  e-commerce  business
     model  between  the  company  and  its  agents.

August 1994 -----  August,  1996  Technical  Manager,  Chief  Engineer,  Beijing
Taidishen  Technology  Development  Corp.

1.       In  charge  of  technology  development  and  management;
2.       Obtained  several  DSP  development  contracts.

September,  1989  -----  August,  1994
Chief  Designer,  Beijing  Communication  Technology  Research  Institute

       In charge of digital signal  processing  portion in several  national key
communication  projects.  Was  the  youngest  DSP  expert  in  the  institute.

MINGJUAN  TAN,  PH.D.  ELECTRICAL  ENGINEERING

1998  -  Present
Director,  Technology Department, Wintech Digital Systems Technology Corporation

       In  charge  of  research  and  development.

1995-1998
Study  for  Ph.D,  Tsinghua  University

       Focused  in  the  research  of  wireless  signal  processing.

 1993  -  1995
Senior Engineer, Electrical Information Center, Ministry of Information Industry

       Imaging  processing.



XIAOMING  CHEN,  B.S.  INDUSTRIAL  ENGINEERING

1999  -----  Present

Administrative  Supervisor,  Wintech  Digital  Systems  Technology  Corporation

1997  -----  1999

President,  Beijing  Mindi  Science  and  Technology  Development  Co.,  Ltd.

        Focused  on  telecommunication  system  and computer system integration.

1993  -----  1997

Director,  President,  Beijing  ReiCi  Communication System Development Co. Ltd.

         Communication    terminal   equipment   technology    development   and
import/export.

MINGRONG  LI,  M.S.  ,  PEKING  UNIVERSITY

October,  1999  -----  Present

Marketing  Department Manager,  Wintech Science and Technology Development Corp.

August,  1993  -----  September,  1999

President,  Beijing  Chang  An  Hudsons  Electronic  Co.  Ltd
         Marketing  video  signal  processing  and  teleconference  system  to
both  domestic  and  international  clients.

CHANGJIANG  DENG,  B.S.  ELECTRONICS  ENGINEERING,  XIAN  JIAO  TONG  UNIVERSITY

Oct.  2000  -  Present

Director,  Wintech  Digital  Systems  Technology  Corp.

Planning  and  promoting  the market  for TI's DSP. Responsible for managing the
development  of  portable  application  on  Intel's     StrongARM  ,  Haier's
refrigerator  controller  (on  TI's TMS320F2402). In charge of company's ERP and
CRM  system.


Oct.  2000  -  Mar.  1996

       Chief  Representative  Beijing  office and North China sales manager , HK
Gold  Insignia  Company  Ltd.,

   Responsible  for  office  management  and  customer  relation  management.

Mar.  1996  -  Oct.  1989:

Electronic  components  sales  engineer  ,  Beijing  Stone  group  Corporation

            Responsible  for  marketing  the  electronic  components.

 Oct.  1989  -  Jun.  1982:

         R&D  Engineer,  Beijing  Orient  Electronic  Group  Corporation

Completed  a  new  interface  circuit  design  between  radio  and  carrier wave
equipment.



COMPLIANCE  WITH  SECTION  16(A)OF  THE  EXCHANGE  ACT

     Based  solely  upon  a review of Forms 3, 4 and 5 furnished to the Company,
the  Company  is not aware of any person who, at any time during the fiscal year
ended  June  30,  2002,was a director, officer, or beneficial owner of more than
ten  percent  of  the  Common  Stock of the Company, and who failed to file on a
timely  basis reports required by Section 16(a)of the Securities Exchange Act of
1934  during  such  fiscal  year.



ITEM  10.  EXECUTIVE  COMPENSATION

     The  following  table  summarizes  certain information concerning executive
compensation  paid to or accrued by the Company's chief executive officer during
the  Company's  last  fiscal  year.

<TABLE>
<CAPTION>

SUMMARY  COMPENSATION  TABLE

                                            SUMMARY  COMPENSATION  TABLE

                                     Annual  Compensation  Awards       Long  Term     Compensation

Name and Principal Position   Year    Salary($)   Bonus($)    Other        Restricted    Options/    LTI     Other
                                                              Annual       Stock         SARs (#)           Payout
                                                              Comp.        Awards
----------------------------------------------------------------------------------------------------------
<S>                                                                                           <C>
Yonghong Dong,               2001     15,900       -0-         -0-         -0-           -0-         -0-       -0-
President
</TABLE>



ITEM  11.  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND  MANAGEMENT

Security  Ownership  of  Certain  Beneficial  Owners  and  Management

     The  following  table  sets  forth certain information concerning the stock
ownership  as of June 30, 2002, with respect to: (i) each person who is known to
the Company to beneficially own more than 5% of the Company's Common Stock; (ii)
all  directors; and (iii) directors and executive officers as a group (the notes
below  are  necessary  for a complete understanding of the figures). The Company
calculated  the  owners of 5% of the Common Stock using the 13,413,700 shares of
Common  Stock  issued  on  June  30,2002.



ITEM  11.  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND  MANAGEMENT

Security  Ownership  of  Certain  Beneficial  Owners  and  Management

     The  following  table  sets  forth certain information concerning the stock
ownership  as of June 30, 2002, with respect to: (i) each person who is known to
the Company to beneficially own more than 5% of the Company's Common Stock; (ii)
all  directors; and (iii) directors and executive officers as a group (the notes
below  are  necessary  for a complete understanding of the figures). The Company
calculated  the  owners of 5% of the Common Stock using the 13,413,700 shares of
Common  Stock  issued  on  June  30,2002.



Name and address of beneficial       Amount  of  Common          Percent of
   owner and management              Stock  Beneficially        Common Stock
                                           Owned             Beneficially Owned


Mr. Yonghong Dong                        6,803,200                  50.7%
President and Chairman
No. 48-30 Gensi Road Taixing Town Taixing  Shi
Jiangsu Province China

Mr.  Xiaoming  Chen                        904,000                   6.7%
Vice President of Administration
Director
North 21-601 Zhaoshang Road Shekou ShenZhen ,Guangdong Province, China



Ms.  Mingjuan  Tan                         403,600                   3.0%
Director
Nothr-West  4-234,  Tsinghua  University
Beijing,  China


Mr.  Mingrong  Li                          250,000                   1.9%
Treasurer, Vice President of Marketing
and Director     250,000
No.  22-3-502  Dongzhuang  You  An  Men  Wai  Fengtai  District,
Beijing China



Mr.  Changjiang  Deng                      100,000                   0.7%
Director
10  Jiu  Xian  Qiao  Rd.
Chaoyang District, Beijing, China


26




ITEM  12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

None.

ITEM  13.  EXHIBITS

None.

<PAGE>


                           CERTIFICATIONS  PURSUANT  TO
                             18  U.S.C.  SECTION  1350,
                             AS  ADOPTED  PURSUANT  TO
                  SECTION  906  OF  THE  SARBANES-OXLEY  ACT  OF  2002

In connection with the Annual Report of Wintech Digital Systems Technology Corp.
(the  "Company")  on  Form  10-KSB for the period ending June 30, 2002, as filed
with  the  Securities and Exchange Commission on the date hereof (the "Report"),
I,  Yonghong  Dong,,  Chief  Executive Officer of the Company, certify, pursuant
to  18  U.S.C.  Section  1350,  as  adopted  pursuant  to  Section  906  of  the
Sarbanes-Oxley  Act  of  2002,  that:

     (1)  The  Report  fully  complies  with the requirements of section 3(a) or
15(d)  of  the  Securities  and  Exchange  Act  of  1934;  and

     (2)  The  information  contained  in  the  Report  fairly  presents, in all
material  respects,  the  financial  condition  and results of operations of the
Company.


                                    /s/  Yonghong  Dong
                                    -----------------------
                                    By:  Yonghong  Dong
                                    Chief  Executive  Officer
                                    September  30,  2002

In connection with the Annual Report of Wintech Digital Systems Technology Corp.
(the  "Company")  on  Form  10-KSB for the period ending June 30, 2002, as filed
with  the  Securities and Exchange Commission on the date hereof (the "Report"),
I,  Jianpeng  Zhang,  Chief  Financial Officer of the Company, certify, pursuant
to  18  U.S.C.  Section  1350,  as  adopted  pursuant  to  Section  906  of  the
Sarbanes-Oxley  Act  of  2002,  that:

     (1)  The  Report  fully  complies  with the requirements of section 3(a) or
15(d)  of  the  Securities  and  Exchange  Act  of  1934;  and

     (2)  The  information  contained  in  the  Report  fairly  presents, in all
material  respects,  the  financial  condition  and results of operations of the
Company.

                                    /s/  Jianpeng  Zhang
                                    -------------------------
                                    By:  Jianpeng  Zhang
                                    Chief  Financial  Officer
                                    September  30,  2002